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SURVIVAL OF THE FITTEST - M&A intensifies the cut-throat competition in the European automotive aftermarket - Roland ...
SURVIVAL
    OF
THE FITTEST
M&A intensifies the cut-throat competition
 in the European automotive aftermarket
SURVIVAL OF THE FITTEST - M&A intensifies the cut-throat competition in the European automotive aftermarket - Roland ...
About us
Roland Berger, founded in 1967, is the only leading global consultancy
of German heritage and European origin. With 2,400 employees
working from 34 countries, we have successful operations in all major
international markets. Our 50 offices are located in the key global
business hubs. The consultancy is an independent partnership owned
exclusively by 220 Partners.

HSH Nordbank, the bank for entrepreneurs, represents people possessing
foresight, passion and initiative. It has extensive expertise in the
corporate client business – and focuses on the energy & infrastructure,
trade & food and industry, service and healthcare sectors. The bank
occupies a leading position in commercial real estate finance in Germany,
is well established in the maritime industry and convinces businesses
the world over with its know-how, level of service and commitment.
SURVIVAL OF THE FITTEST - M&A intensifies the cut-throat competition in the European automotive aftermarket - Roland ...
PREFACE

                                              The European automotive aftermarket is in the midst of profound structural change. Our
                                              series of studies analyzes the transformation this industry is going through and gets players
                                              thinking about how they can position themselves. We launched our inaugural publication in
                                              the series in April 2018: “Consolidation in the European automotive aftermarket” highlighted
                                              the full spectrum of trends shaping the industry today. Now these developments are consid-
                                              ered in detail in separate studies.
                                              This publication shines a light on mergers & acquisitions (M&A). There have been 65 deals in
                                              Europe since 2005, with the pace of M&A activity picking up sharply in 2016 and 2017 – both
                                              in numbers of transactions and in their volumes. Since the mega-players from the North
                                              American continent hit the European market in force, the process of consolidation has taken
                                              on a whole new dynamic. So how can industry players ride the consolidation wave and har-
                                              ness the disruption to evolve their business? How can organizations rapidly turn themselves
                                              into a single successful entity following an acquisition through smart management of their
                                              post merger integration? These are the questions many players are asking themselves. There
                                              are no simple answers. But analyses and outlines of possible strategies can help organiza-
                                              tions pick out their individual path to success through the changed competitive landscape.
                                              That is the goal of this second publication in our series. In it we describe which players and
Photos: Roland Berger GmbH, HSH Nordbank AG

                                              what developments are driving the consolidation process in the European automotive after-
                                              market. The focus is on the independent aftermarket (IAM) in the passenger vehicles seg-
                                              ment, this being an area experiencing a huge amount of momentum right now. Specifically,
                                              we address the market shake-out that‘s happening as a result of both passive and active con-
                                              solidation, describe the international deals taking place and offer insight into the buyer uni-
                                              verse in the M&A market. On this basis we work out the critical points that industry players
                                              need to bear in mind and we outline the strategic options for the independent aftermarket.
                                              And readers may like to know that the next two publications in our series of studies are com-
                                              ing out in the autumn and winter of 2018, in which we will examine success factors from the
                                              customer perspective and shine a light on the tire trade.
Cover photo: kiri/Adobe Stock

                                              Alexander Brenner        Patrick Heinemann         Jens Thiele             Julian-Kaya Bagbasi, MBA
                                              Roland Berger            Roland Berger             HSH Nordbank            HSH Nordbank

                                                                                                                                                    3
SURVIVAL OF THE FITTEST - M&A intensifies the cut-throat competition in the European automotive aftermarket - Roland ...
A SEA
                           1
  CHANGE IN THE
    MARKET
Competitor pressure is rising, digitalization is challenging tried and
 tested business models, online trading is cutting the ground out
   from under the feet of traditional revenue channels. And the
 automotive aftermarket is undergoing a process of consolidation
         that is changing the face of the market forever.
SURVIVAL OF THE FITTEST - M&A intensifies the cut-throat competition in the European automotive aftermarket - Roland ...
A sea change in the market

The European automotive aftermarket is still growing         Czech Republic, Hungary and Slovakia increased by
despite all the disruption it currently faces: The market    23% between 2010 and 2016. In Poland, almost 40% of
volume is forecast to increase by 1–2% every year through    cars are more than ten years old; in the Czech Republic
2025. Already, the competitive landscape in Europe‘s         it‘s around 60%. Added to that is the fact that there are
automotive aftermarket is characterized by the big,          far fewer OEMs present in these countries and that the
internationally operating parts wholesalers. Companies       variety of badges on the market is smaller – which
with annual revenues in excess of EUR 1 billion are          reduces the level of complexity in the aftermarket.
experiencing stable growth and boast the highest
EBITDA margins. On this measure of profitability, the               The independent aftermarket in
benchmark for large players (above EUR 400 million in            Eastern Europe: fast growing revenues,
annual revenues) is a 4–5% margin; for the smaller                     relatively low profitability
players (below EUR 100 million in annual revenues) the
margin is 2–3%.                                              Against this backdrop, revenue growth among Eastern
The big players can grow their revenues above the            European auto parts distributors is higher than for their
industry average and tend to have higher EBITDA              peers in Western Europe, although EBITDA margins are
margins predominantly as a result of their larger            lower. Reasons for the lower profitability lie mainly in
purchasing and revenue volumes. Membership of                the fact that customers are more price sensitive and
purchasing networks allows the mid-size players to           have a relatively comprehensive range of no-name and
benefit from similarly favorable procurement terms,          private label parts to choose from. In these markets,
though not on the same scale as the big industry players.    remanufacturing also plays a greater role than in
Another advantage the industry behemoths have is their       Western Europe.
pan-European presence, which puts them in a position         In spite of the somewhat lower levels of profitability, the
to profit from the growth in different European              sales markets of Eastern Europe are firmly on the radar
submarkets and to balance out the opportunities and          of Western European industry players in the context of
risks of their pan-European expansion.                       their expansion plans. That said, these plans are not
Other strengths of the large distributors of aftermarket     easy to realize because both domestic players – like Inter
spare parts for passenger cars include effective             Cars in Poland or Unix Auto in Hungary – and the
warehouse and logistics management. Their dense              subsidiaries of pan-European players are already active
network across most European countries – with not            there. These local heroes are firmly established on the
more than 30 kilometers separating locations in most         markets and use their first-mover advantage to good
cases – enables them to keep repair shops well supplied      effect, exploiting their knowledge of the vehicles in their
with up to eight deliveries a day. This makes it easy for    markets, for example, as well as their relationships with
them to meet customers‘ rising expectations in respect       repair shops.
of service, a challenge that the smaller and mid-size
players also face. They, too, need to turn their attention
to optimizing their warehouse and logistics processes.
Europe‘s automotive aftermarket exhibits certain
differences between east and west. Eastern Europe is a
growth market for the IAM. The development of the car
parc and the age of vehicles there make this an obvious
conclusion to draw. The number of cars in Poland, the

                                                                                                                      5
SURVIVAL OF THE FITTEST - M&A intensifies the cut-throat competition in the European automotive aftermarket - Roland ...
EUROPE:
                    2
    AN
M&A HOTSPOT
The consolidation wave has hit the European aftermarket –
  with a marked rise in deal numbers observed recently.
But the brisk M&A activity is poised to transform Europe‘s
     market structure to the benefit of the big players.
Europe: an M&A hotspot

Europe‘s automotive aftermarket is still highly fragmen-        the United Kingdom is similar to that in their home
ted, the three leading players together accounting for          market. And there is no language barrier. This makes
around 15% of the market. By contrast, the consolida-           the UK the ideal starting point for IAM players from the
tion process in the US is already well advanced, with the       US and Canada seeking to drive their expansion into
top 3 players boasting a combined market share of al-           Central Europe and the big markets of France, Germany
most 50%.                                                       and the Benelux states.
One reason for the European market‘s fragmentation              That‘s not to say that parts traders located in those
lies in its great diversity: Not only do the car parcs in the   countries aren‘t attractive takeover candidates in them-
individual nations vary considerably in terms of vehicle        selves. The acquisition of major Central European play-
age and price segment, but the needs and expectations           ers has often been pursued in the interests of exploiting
of repair shops and their customers are often com-              their network to expand into markets further east.
pletely different as well. Warranty arrangements are also
poles apart with respect to the norms and customs in
the various international markets. And then there is the
wider spectrum of badges present within Europe, which
serves to make supplying parts in the aftermarket a rela-
tively complicated business.

              Mega-deals on the up:
        the big players are going shopping

In defiance of these underlying circumstances, the con-
solidation wave does appear to have hit the European
automotive aftermarket now, with M&A activity on the
rise for the past several years → A. There were 65 deals
in the 2005–2017 period.1 The number of transactions
is striking, but so is a new quality they display: a consis-
tent rise in mega-deals involving big players. These in-
dustry heavyweights can often be found buying up
smaller players. But there have also been takeovers bet-
ween the big players themselves
Viewed on a country-by-country basis, the following pic-
ture of M&A activity in the European automotive after-
market emerges: The UK is a hotspot with 14 deals,
alongside Germany and the Netherlands with 12 deals
each → B. There are several explanations for this focus
of takeover activity: For one thing, the UK and Germany
are attractive markets per se with a car parc of 30.8 and
                                                                1 Within these 65 transactions, there are 50 complete takeovers, seven majority
45.8 million vehicles, respectively. And for another, the          shareholdings, one 50/50 shareholding, four minority shareholdings and three
                                                                   deals that cannot be cleanly allocated to any one of those categories. The
UK is the ideal anchor point for North American players            number of transactions is actually likely to be higher because smaller deals
wanting to expand into Europe. The buyer structure in              often do not turn up in the statistics or they may be silent interests.

                                                                                                                                               7
A
                                   Deals per year in Europe, 2005–2017
                      Mergers and acquisitions in the European IAM have seen a noticeable rise over
                        the past several years. More and more mega-deals are also being struck.

              Deals per year

     15
                                                                                                                15
     14

     13                                                                                                  13

     12

      11

     10

      9                                                                                            9
      8

       7                                                                             7

      6                                                                       6

      5                                                                                     5

      4

      3

      2           2                                             2      2

       1                     1         1            1    1
      0
                2005      2006       2007      2008     2009   2010   2011   2012   2013   2014   2015   2016   2017

Source: Mergermarket, Roland Berger, HSH Nordbank
B
                                 Deals per country in Europe since 2005
             The UK, Germany and the Netherlands are M&A hotspots. The UK is an especially popular
                  choice for North American players as an entry path into the European market.

                                                                                     2     Sweden

                                                                                                                 1   Estonia

                                    14   UK

                                                            12   Netherlands

                      2   Ireland                                     12   Germany
                                              Belgium   5
                                                                                           1    Czech Republic

                                                 5   France
                                                                                       2       Austria
                                                                                                                 1    Romania

                                                                               5   Italy

                                    1    Spain

Source: Mergermarket, Roland Berger, HSH Nordbank
DEALS
                        3
              WITHOUT
              BORDERS
Mergers and acquisitions across borders in the Europeanautomotive
   aftermarket are on the rise: 39 of the 65 M&A transactions
  recorded since 2005 are classed as cross-border deals. North
        American companies have been particularly active.
Deals without borders

As Figure C illustrates, there were far more cross-border    the automotive aftermarket. Indeed, the Stahlgruber
deals in 2016 and 2017 than in the years before → C. In      deal, valued at around EUR 1.5 billion, gives the US firm
this recent M&A activity within the European IAM, and        more than just substantial clout in the German market.
especially in the big deals, a key role has been played by   Stahlgruber, a company with a long tradition, having
the American and Canadian firms who have long been           been founded in Poing near Munich in 1923, also comes
hungry for growth potential in Europe and aggressively       with over 100,000 business customers and subsidiaries
seeking inroads: Twenty of the 39 cross-border acquisi-      in Germany, Eastern Europe, Italy and Switzerland.
tions put the targets into the hands of companies            These subsidiaries are an excellent fit for LKQ
headquartered on the other side of the Atlantic.             Corporation‘s expansion strategy targeting a pan-
The prime example of an aggressive expansion strategy        European presence. LKQ‘s CEO Dominick Zarcone is
being used to gradually build up a wall-to-wall presence     quoted as saying in a press release, “We are very excited
across the “old continent” from an anchor point in the       to bring Stahlgruber into the LKQ family. This
UK is that of LKQ Corporation. Headquartered in Chicago,     transaction demonstrates our ongoing commitment to
this American firm was founded in 1998 and has               expand our European footprint. (…) We believe that
experienced rapid growth through acquisition. A stock        Stahlgruber‘s leading market position in Germany,
corporation with annual revenues of USD 9.74 billion         unparalleled distribution network and unique value
(2017), the company is active in North America, Taiwan       proposition will play a pivotal role in our efforts to grow
and Europe with different subsidiaries operating in the      LKQ‘s business in Europe.”
various markets.                                             Fully consistent with this vision, the US auto parts
                                                             multinational is also putting its feelers out into Northern
    Global players build up a pan-European                   Europe, purchasing a 26.5% stake in Mekonomen Group
              presence in the IAM                            in 2016. Mekonomen has its head office in Stockholm
                                                             and serves the Scandinavian IAM with its three brands
The spark that ignited the expansion of the company‘s        MELA, Mekonomen and BilXtra, operating 340 sub-
European business was the 2011 acquisition of Euro Car       sidiaries with more than 2,100 affiliated repair shops.
Parts Limited, the UK‘s leading supplier of car parts        The company has a 15% share of the Swedish market and
with more than 200 subsidiaries. In 2016 LKQ then            25% of the Norwegian. The 26.5% stake LKQ holds makes
bought Belgium‘s Sator Holding, whose 15 subsidiaries        the company Mekonomen Group‘s biggest shareholder.
and some 2,700 employees serve customers across the          Canadian auto parts distributor Uni-Select, founded in
Netherlands, Belgium and Luxembourg. The next stop           1968, also chose the UK as its entry path into the
on their European shopping spree was Italy in 2016,          European market, having previously been active across
when LKQ acquired Rhiag Holding from private equity          Canada and the United States. The company, domiciled
company Apax Partners for about EUR 1 billion. A parts       in the Province of Quebec and posting annual revenues
distributor from Lombardy, Rhiag serves the Italian,         of CAD 1.7 billion in 2017, spent USD 265 million on
Spanish and Swiss markets as well as many in Eastern         acquiring The Parts Alliance, the UK‘s second-largest car
and Southeastern Europe (Czech Republic, Slovakia,           parts supplier with a market share of 7%. “We are
Hungary, Poland, Romania, Bulgaria and Ukraine).             excited to establish a third growth pillar in the large UK
LKQ hit the headlines in the German business press in        parts aftermarket that is expected to be immediately
December 2017 when their acquisition of Stahlgruber          accretive in a market with great upside potential from
became public. Once anti-trust approval was granted,         future consolidation opportunities,” said Henry Buckley,
LKQ was able to cement its position as a global player in    CEO of Uni-Select, on completion of the deal.

                                                                                                                     11
C
                  Cross-border deals and their development in Europe
                 Especially the bigger players find it increasingly important to be present in as many
                European markets as possible. Regional targets are the focus of their expansion plans.

                                                             The targets are still in the West
                                                               Bidder
                                                               Bidder & target

      Cross-border deals

          Cross-border

      2006                    1

      2007                    1

      2008                    1

      2009           0

      2010                             2

      2011                    1

      2012                    1

      2013                                               6

      2014                                      3

      2015                                          4

      2016                                                                        10

      2017                                                                   9

Source: Mergermarket, Roland Berger, HSH Nordbank
Deals without borders

The Genuine Parts Company is another US heavyweight
to be involved in a transatlantic mega-deal recently:         In spite of their good
Based in Atlanta, the company (posting 2017 revenues of
USD 16.3 billion) bought Alliance Automotive Group            positioning on their
(AAG) from financial investor Blackstone in 2017 in a
deal estimated to be worth USD 2 billion. AAG is one of       home markets, many
Europe‘s leading providers of car parts, tools and repair
shop fit-outs in Europe.                                      European industry
The diversity and fragmentation of Europe‘s economies
is an unfamiliar challenge for North American parts           players are feeling
distributors, their home markets of the United States
and Canada being two nation states. Europe, on the            rattled by the sustained
other hand, consists of almost 50 nations, 28 of which
are Member States of the European Union. There is no          campaign from North
such thing as a European market because the individual
countries differ, sometimes markedly, in their buyer          America. So they are
preferences, trading practices, income levels, demo-
graphic structures and tax systems.                           seeking ways to scale
These differences make it difficult, if not impossible, for
North American parts multinationals to implement a            their business model.
uniform distribution concept across Europe. The
business models can‘t just be scaled with a one-size-fits-
all approach and imposed on all European locations.
Which means that North American players will continue
buying up regional IAM players as they pursue their pan-
European expansion into the future.
However, it‘s not only the new transatlantic players that
are behind the brisk M&A activity in Europe. Asian
players are in the game as well. As part of its long-term
“VISION 2020” plan, in 2017 Sumitomo Rubber
Industries acquired Micheldever in the UK. Established
local auto parts suppliers are also contributing to it.
Given the sustained campaign coming from North
America, they too are seeking ways to scale their business
model because, notwithstanding the significant scale
and good position enjoyed in their home markets, many
European industry players are feeling rattled.

                                                                                                13
TO DRIVE
                         4
                OR
            BE DRIVEN
The consolidation wave is rolling in and the process is set to go on
 for years in the automotive aftermarket. There are two possible
ways in which companies will get through this phase of disruption:
     they can be in the driving seat or they can be a passenger.
To drive or be driven

Those who end up driving the market transformation are
active players who grasp the changes as an opportunity to      Regional strength and
evolve their own business. We analyzed which strategies
and scenarios are open to auto parts and accessories           customer proximity
distributors, differentiated by company size.
Consolidation always goes hand in hand with a market           alone are no longer
shake-out: Suppliers disappear from the market as they
are bought up by rival firms, go out of business, or fail to   enough to hold a
find a successor to take over the reins. Management
succession is a particular problem in Germany, where           position on the market
the independent aftermarket is largely made up of
owner-operated companies.                                      long term. With these
The three scenarios – becoming a takeover target, going
bust, and giving up the business owing to having no one        as their only positives,
to take on the management – all have one thing in
common: These companies are not in the driving seat of         small players cannot
the disruption shaping the sector. Instead they are being
buffeted around by the winds of change whirling                make up for their size
through their industry.
Under the intensified competition now present in the           disadvantage.
IAM, small players, those with annual revenues below
EUR 100 million, can be considered a particularly
endangered species or may even be a dying breed.
Regional strength and customer proximity alone are no
longer enough to hold a position on the market long
term. With these as their only positives, small players
cannot make up for their size disadvantage. Such
structural handicaps are often accompanied by
homemade problems, such as issues with integrating             particular trouble: 105 filed for insolvency protection
new IT and product management systems.                         that year, one-third up on 2016.
                                                               The insolvency trend in the vehicle repair trade in
  Passive consolidation: insolvent companies                   general and in auto parts distribution in particular is
            as takeover candidates                             thus the exact opposite of the trend in the economy as a
                                                               whole, where the number of insolvent companies has
The disruption sweeping through the German                     been falling consistently in recent years. Recording
automotive aftermarket is making itself felt in the            20,093 cases in 2017, the insolvency statistics reached
insolvency statistics: The Federal Statistical Office          their lowest point since 1999.
recorded 638 insolvencies in the vehicle repair trade in       In the context of the industry‘s consolidation, the rise in
2017, 9% more than the year before. A look at the              insolvencies is both a consequence and a driver of the
individual segments of the automotive industry shows           self-reinforcing consolidation process. The more players
that distributors of car parts and accessories are in          that get forced out of the market, the greater the influence

                                                                                                                         15
of the remaining players and the more competitive           the market. Active players reshape the market
pressure is exerted on the smaller companies.               constellation to their advantage. Their strategic goal is
Troubled businesses often become takeover candidates.       to use M&A activity to increase their dominance and
To cite just one example, February 1, 2017 saw insolvency   attain critical scale. This is why the present wave of
proceedings opened in respect of Karl Rücker Kfz-Teile      consolidation is predominantly driven by efforts to
GmbH and Co. KG. The family business, founded in            achieve economies of scale. Another key theme is
Heilbronn in 1933, operates on an exclusively regional      international expansion through inorganic growth as
basis. Stahlgruber now wants to take over and operate       companies strive to establish their business in foreign
the company‘s three sales subsidiaries in Crailsheim,       markets and build up a multinational presence on the
Eppingen and Schwäbisch Hall.                               basis of acquisitions. IAM players expect acquisitions
Insolvency does not always lead to a takeover –             and mergers to enable them to develop new regions and
sometimes it ends with the business being wound up.         exploit economies of scale. These would include savings
Essen-based Hengstenberg Group is an example of             in parts procurement and optimized logistics and
an SME that couldn‘t handle the transformation of           warehousing costs. Economies of scale can reach
the automotive aftermarket. Founded back in 1930,           considerable dimensions in the automotive aftermarket.
the auto parts supplier – in the third generation of        Savings of between 10 and 20% are possible in the
family ownership and employing almost 200 people –          procurement of original parts and the cost of private
went into self-administered insolvency in July 2017.        label parts can be cut by 5–10%.
Hengstenberg later filed for regular insolvency pro­
tection. In May 2018 the company‘s assets – from                    A balance of feeder business to
forklifts to warehouse shelving to snow shovels – were            end customer business is important
sold off by online auction.
Even parts and accessories distributors playing in the      Part of what distributors are looking for from
higher revenue leagues can become restructuring cases.      acquisitions are benefits to their feeder business, a term
Forstinger, Austria‘s biggest homegrown auto                that refers to the supply of smaller, locally operating
accessories chain, filed for compulsory restructuring at    parts distributors. The big industry players make
the end of January 2018 on the grounds of negative          between 15 and 30% of their total profit with their feeder
equity and illiquidity. As 2017 turned into 2018,           business. A parts distributor with EUR 1.5 billion in
Forstinger was operating 108 branches in Austria with       revenues can expect feeder business to increase that
over 100 affiliated independent repair shops. With a        figure by some 5% in the wake of consolidation.
workforce of more than 800 people, the parts supplier       Nevertheless, striving for unlimited expansion of the
earned revenues of EUR 111 million in 2016/2017.            feeder business is not necessarily the silver bullet to
                                                            improving profitability, given that the pressure in this
              Active consolidation:                         B2B segment is high and the margins can be low. That
        taking the consolidation process                    being so, it‘s advisable to aim for a balance between
                as an opportunity                           feeder business and end customer business. Also, the
                                                            growing consolidation in the automotive aftermarket
There is a proverb that goes, “When the winds of change     will encroach upon the feeder business long term: As
blow, some people build walls and others build              the number of smaller parts distributors continues to
windmills.” Those of the latter disposition exploit the     fall, the customer base in the feeder business will
consolidation process to reinforce their own position in    eventually erode.

16
To drive or be driven

However, economies of scale are certainly not the only
reason behind mergers and acquisitions in the                “Acquiring smaller
automotive aftermarket. Players involved in the big
deals in this industry have a range of strategic motives      companies is a way for
they are pursuing, and these affect various links in the
value chain. They include: expanding their global             the big players to get
procurement network, diversifying their product
portfolio and gaining immediate access to more                more density into their
customers.
On top of this, the chance that automotive suppliers          local network and
would have to gain direct access to the control point in
the market via a takeover plays an important role for         efficiently drive their
them. The goal of achieving blanket coverage in terms of
presence across Europe‘s sales markets is a key aspect to     regional growth.”
many deals.
This is often the motivation behind deals where big          Julian-Kaya Bagbasi, Vice President of HSH Nordbank
companies come in and swallow up small and mid-size
parts distributors. Such acquisitions are a way for the
big players to get more density into their local network
and efficiently drive their regional growth. In doing so
they inject customer proximity into their business and
equip themselves with the prerequisites for realizing a
high service level.
The example of Alliance Automotive Group (AAG)
illustrates this approach. The company is driving its
expansion primarily in the UK, France and Germany.
AAG has set its sights on acquiring regionally strong
players. Its takeover of parts distributor Coler in 2015
was followed in the summer of 2016 by the acquisition
of Freiburg-based Busch GmbH (annual revenues of
EUR 20 million). Shortly thereafter, AAG went out
shopping once again, this time in the north of Germany,
bringing Büge Group (annual revenues of EUR 18
million) under the corporate umbrella in the autumn of
2016. AAG‘s latest acquisition is Essen-based Hennig
Fahrzeugteile GmbH, as announced in a press release
in June 2018. Hennig Fahrzeugteile operates a total of
31 branches and supplies over 9,000 customers,
predominantly among the trade and independent repair
shops. The deal is currently awaiting anti-trust approval.
German players, too, are keen to reinforce their market

                                                                                                                     17
D
                                       Strategic options for small, mid-size
                                          and large auto parts suppliers
              Change as an opportunity: Active players of all sizes can find various ways of successfully
                           riding the consolidation wave in the automotive aftermarket.

                                                                                                                  Small suppliers
                                                                                                                  Mid-size suppliers
                                                                                                                  Large suppliers

                                                    “Size is everything” –
      Consolidated
                                                             national and
                                                     international M&As                 “Mixed strategy”

                                                                                  “Innovative adaptation of
                                                                                   business model”

    MARKET
 STRUCTURE
                                                           “Growth to
                                                            survive”

                                                                                 “Service champion”

       Fragmented
                                      “Controlled
                                       growth”
                                                                      “Online”

                                        “Local champion”

                                      Pure-play parts distribution           BUSINESS         Extended parts distribution
                                                                                                (services, production)
                                                                              MODEL

Source: Roland Berger, HSH Nordbank
To drive or be driven

position through acquisitions. Cologne‘s Hess Group,        really take a critical look at any ambitions of national or
for example, acquired Minden-based parts distributor        even international expansion for their business. Firms
Schwenker (which continues to operate under its own         playing in the higher leagues can take advantage of
name) with effect January 1, 2017. The acquisition of       totally different economies of scale in warehousing and
Schwenker, a nationally and internationally operating       in logistics, with the result that smaller suppliers will
spare parts distributor, represents a major expansion of    always be inferior to them. A strategy of forwards or
the market for Hess Group, whose business had               downstream verticalization can make sense for the
previously been focused on the two German states of         smaller players: bringing in services to expand their
North Rhine-Westphalia and Rhineland Palatinate. Its        portfolio serves to strengthen customer loyalty and
presence in Rhineland Palatinate and in Saarland was        helps build a profile as a local champion. And vertical
further strengthened by the acquisition of another          integration is a way of diversifying risk and boosting
distributor, Autoteile Jakobs GmbH & Co. KG.                enterprise value. Making the business look more
                                                            attractive in this way can be helpful for a smaller
 On track for success through consolidation:                company if they do eventually decide in favor of merging
strategies and scenarios for parts distributors             with a larger player.
                                                            Controlled growth is also an option, of course, and is a
We analyzed the strategic options for parts and             way for smaller parts distributors to evolve into mid-size
accessories distributors in the European automotive         players. It is essential, however, to take a realistic view of
aftermarket. It should be noted that Europe is not a        the company‘s capabilities. The same goes for expanding
homogeneous whole – the individual regions and              the online business. Rather than trying to pull off this
countries differ quite substantially. Consequently, there   major feat alone, cooperating with online platforms is a
is no single blueprint with all the right advice to suit    possibility. Suitable platforms would be those that
every European player. However, there are certainly a       function as a pure-play marketplace, like Tyre24.
few recommendations and things to think about for all       Cooperation can enable a smaller parts distributor to
market participants. Given that the underlying              benefit from the platform‘s existing awareness factor, IT
circumstances and possible actions depend mainly on         infrastructure and know-how – without having to invest
the size of the company, we grouped them into three         enormous amounts of money and manpower in the
different categories: The “small parts distributors” are    undertaking.
those with annual revenues of up to EUR 100 million;
“mid-size parts distributors” have annual revenues of                 Mid-size parts distributors:
EUR 100–400 million, and “large parts distributors” are        annual revenues of EUR 100–400 million
companies with annual revenues in excess of EUR 400
million → D.                                                “Never get stuck in the middle,” or so the management
                                                            literature tells us. This recommendation is something
            Small parts distributors:                       that mid-size parts distributors would do well keep in
    annual revenues below EUR 100 million                   the back of their minds. On the one hand, they are too
                                                            big to pursue a niche strategy, and on the other hand
Companies in this category have every chance to assume      they cannot realize economies of scale to the same
the role of local champion. There is plenty of scope for    extent or build up the kind of market presence that the
a regional niche strategy. However, parts distributors      big players can. So what are ways out of this
below about EUR 100 million in annual revenues should       uncomfortable “in-between” position?

                                                                                                                       19
E
                     Consolidation process in the European automotive
                             aftermarket in selected countries
                  The top three companies still have a relatively small market share in most countries.

            Cumulative market share
            of top 3 players
            in percent
                                                            Four stages of consolidation
               OPENING               ACCUMULATION                       FOCUSING           BALANCE
   100

     90
                                                                                               Industry
                                                                                               consolidation
     80                                                                                        curve
                                                                                  Sweden
     70

     60

                                                                               Denmark
     50

     40

                                                                   UK
     30
                                            Czech Republic
                                               Germany
                                                       Poland
     20
                                                         France
                                                     Italy
     10                                          Spain

      0
                                                                                             Consolidation process
                                                                                                (over about 25 years)

Source: Roland Berger, Harvard Business Review
To drive or be driven

One option is to pursue a strategy of inorganic growth         Southeastern or Southern Europe, where consolidation
based on joint ventures or acquisitions. About half of         is not as far advanced as in most of the Eastern European
Europe‘s markets have one or two regional market               markets. Poland still holds out good prospects as a major
leaders who could make interesting acquisition                 market of the future with a car parc encompassing more
candidates. If and when an acquisition is pulled off,          than 21 million passenger vehicles. And Poland can also
integration and logistics are the two top-priority areas       serve as a springboard into Southeastern Europe. But
where action needs to be taken. Tasks include inte­            anyone wishing to venture into the Polish market should
grating the new business locations into the existing ERP       not leave it too much longer.
and CRM systems. In terms of logistics management,             Expanding business operations into the UK or
the integration of the acquired company needs to go            Scandinavia does not hold the promise of success – new
hand in hand with efforts to optimize processes from           players have quite simply missed the boat in these
the very start.                                                markets, both online and offline.
The most promising competitive strategy for mid-size           The consolidation curve in Figure E illustrates how far
spare parts distributors is a variant of quality leadership:   advanced the process of consolidation is in the individual
these players should aim to position themselves as             European countries. The automotive aftermarket‘s
champions of customer service. Success in this role will       consolidation is depicted over a period of about 25 years,
enable mid-size companies to stand out from the big            passing through four phases: opening, accumulation,
players who beat them on product variety and price             focusing and balance. The dots on the consolidation
leadership. Bearing in mind that one-third of the German       curve indicate the cumulative share occupied by the
market is controlled by WM and Stahlgruber, some               three largest companies in each market. Most European
means of differentiation is urgently needed. The option        states are currently in the accumulation phase. Only in
of being a service champion boosts the chances of sur­         the UK, Denmark and Sweden has IAM consolidation
vival for mid-size players and offers them development         already reached the third phase (focusing) → E.
perspectives even in the face of consolidation.
                                                                    It‘s all about speed: delivery lead times
            Large parts distributors:                                      as a means of differentiation
    annual revenues above 400 EUR million
                                                               As critical success factors, the big spare parts distributors
Size is relative – next to North American behemoth LKQ,        need to have a more extensive product range and a fast
the big players in the European automotive aftermarket         delivery service. Extremely short lead times are a means
do look rather petite. The challenges for the giants of the    of differentiating a business from the competition, in
European industry are many and varied. For one thing,          that today‘s customers more often than not expect the
they need to withstand the pressure from US and                parts they order to be in stock in next to no time. It can
Canadian rivals, who are vehemently trying to increase         therefore pay off for the big players to be a role model
their influence over the market on the “old continent”.        when it comes to delivery speed.
This competition is being fought out not least through         Offering an online business is a big part of what
economies of scale in procurement and in logistics, as         companies need to do to make innovative adaptations to
well as through the online business. Whoever wants to          their business model. Being able to order parts over the
play in this league long term will need to have an             internet is no longer anything special – customers
interregional or international expansion strategy in           simply expect it. A digital ordering system is therefore
place. The countries of most interest are those in             not an optional extra for parts distributors – it‘s a must.

                                                                                                                         21
When it comes to strengthening their online presence,            win new customers through a further revenue channel.
it can make sense for the big players in particular to           Fundamentally, there are several possible approaches
cooperate with intermediaries like insurance companies           for expanding an online business, including cooperation,
or online platforms: The intermediaries, for their part,         partnership and participation. There are even parts
gain power and influence in the market by steering in            distributors who go it alone with their web shop
the majority of repair jobs and handling the bulk of             concepts. But the revenues from virtual stores have not
service management. Cooperating with intermediaries              yet climbed to astronomical levels. In Germany, Austria
also presents parts distributors with the chance to              and Switzerland the share of parts bought online as a

     Post merger integration                                     Structure and organization
                                                                 > Company structure: What should the hierarchical structure
                                                                    look like after an acquisition? Where will roles and
                                                                    responsibilities be allocated within the newly formed
     Businesses often have stratospheric expectations of            organization?
     mergers and acquisitions. But they are frequently brought   > Company processes: How can the work processes be
     down to earth with a bump. When two organizations              designed so that economies of scale can be realized through
     need to grow together after the deal is closed, all does       the integration of the acquired company? How can
     not tend to go smoothly. A Roland Berger poll found that       duplications be avoided or eliminated as soon as possible?
     two-thirds of all M&As end in frustration when the          > Key Players: Which of the employees can lend decisive
     anticipated economies of scale fail to materialize. Such       impetus to the PMI and the company‘s further evolution?
     disappointment could be avoided if those in charge             How can these people be brought into the PMI manage-
     approached the post merger integration (PMI) with the           ment process? How can these key players be retained
     necessary care and attention. PMI management needs             within the company through long-term loyalty measures?
     to be both well conceived and well organized. Where         > Brand strategy: Should the new organization resulting from
     M&A activity involves taking over insolvent industry           the acquisition come under the master brand? Might it
     players or making strategic investments, the challenges        make sense to retain brands that are regionally strong?
     for all involved are manifold. Going into them all in       > Staff training: What staff qualification measures can
     detail is beyond the scope of this publication. But the        support the PMI (such as information about products,
     points below present a brief outline of the most im­-          service-level agreements, etc.)?
     portant dimensions of the complex subject that is PMI       > Compensation: How can salary structures be aligned?
     management.                                                    What union wage agreements apply? What bonus
                                                                    payments were normal for sales staff and employees of
                                                                    other departments?

22
To drive or be driven

proportion of all IAM trading stands at about 10–12%.             is to pursue backwards verticalization. Manufacturing
And then we have the fact that Amazon, eBay and other             private label parts and accessories offers an effective
internet companies are strong players in the online               lever to increase margins. But integrating the upstream
trading of spare parts. Auto parts and accessories                steps in the value chain also holds the risk of building
distributors seeking to enter the online business                 up overly rigid fixed costs. Companies should therefore
independently now will have to anticipate difficult               make sure that their backwards verticalization does not
conditions in this market segment. Another strategic              prevent them from being able to respond to any changes
option to improve a company‘s competitive positioning             that may occur in the market.

> E-commerce strategy: Are there one or many online shops        Finance & management accounting
  being operated autonomously? Which platforms was the            > Combined planning: How will the acquired company
  acquired company present on? What about search engine               be integrated into the management accounting system,
  optimization (SEO) for the website?                                 both on a single-company level and on a group level?
                                                                  > Finance structure/cash management: How will you
Logistics                                                             make sure that customers are informed about the change
> Combined planning: How will the acquired company be                of bank account for payments?
   integrated into the management accounting system, both
   on a single-company level and on a group level? > Finance      Distribution
   structure/cash management: How will you make sure              > Client relationship management system: How will you
   that customers are informed about the change of bank              ensure that the alignment of the CRM systems happens
   account for payments?                                             in a timely manner?
> Logistics/warehousing policy: Does it make sense to            > Marketing costs: Are there economies of scale to be had
   create a centralized warehouse? Or does the existing central      within the regional brand presence? Which brands should
   warehouse have sufficient capacity to also cater to the           be positioned in which markets?
   acquired company? Is decentralized or centralized logistics    > Discounts: What is the acquired company‘s discount
   more advantageous when lead time is a key success factor?         policy? How can the different discount systems be aligned
   Does it make sense to invest in an automated warehouse?           quickly within the new organization?
> Purchasing/procurement networks: Which procurement
   network is the acquired company in? What are the con-
   tract terms and notice periods? What are the premium pay­-
   ments? If you intend to change to a new purchasing
   network, how can you bridge the interim period, especially
   in relation to financing and purchasing?

                                                                                                                               23
A LOOK INTO
                   5
    THE BUYER
    UNIVERSE
        M&A activity in the automotive aftermarket
is picking up momentum. The buyer universe is dominated
       by strategic investors and private equity firms.
A look into the buyer universe

Two different buyer groups are at large on the M&A
scene: financial investors and strategic investors. The       “A look at M&A
best-known type of financial investors are private equity
firms. A strategic investor is often a rival company:          transactions in the
Acquisitions are generally made in order strengthen a
company‘s market position through vertical or                  European auto-
horizontal integration. Buying another company is often
the medium of choice to gain access to new markets or          motive aftermarket
expand into new business segments.
A look at the M&A transactions in the European                 since 2005 reveals a
automotive aftermarket since 2005 reveals a clear
majority of strategic investors on the buyer side. This        clear majority of
type of investor made 52 of the 65 deals in total. But this
high proportion should not mask another remarkable             strategic investors
trend visible in the market: The involvement of private
equity firms in acquisitions and participations has been       on the buyer side.”
going up since 2012. These financial investors have
discovered the automotive aftermarket as a home for           Julius Fabian Roberg, Managing Director
their investments. The active private equity firms that       of Alliance Automotive Service GmbH
have invested in auto parts distributors include Bain
Capital (Autodis Group), Blackstone (Alliance
Automotive Group), Apax Partners (Rhiag) and Hg
Pooled Management Limited (The Parts Alliance). There
are two types of engagement that these financial
investors enter into: Either PE funds acquire shares or
whole companies and thus act as buyers and (co-)
owners, or private equity firms put up a strategic investor
to provide the capital required for the deal – as was the
case in six deals → F.

                                                                                                                      25
F
                                         Players in the buyer universe
                         Auto parts distributors are now firmly on the radar of private equity firms.

       Number of deals

                                                              52

                               7                                                                                   6
           Financial investor                          Strategic investor            Financial/strategic investor

                                                              G
                                          Valuation levels in Europa1
                               Relatively cheap: Acquisition multiples are still comparatively low.

                                             Maximum                   Median                         Minimum

         Revenue2                              1.4x                             0.8x                               0.2x

         EBITDA                               17.4x                             9.8x                               3.4x

                                                                                       1 Excluding SFS Agricultural acquisition
                                                                                       2 Including 12 deals

Source: Roland Berger, HSH Nordbank
A look into the buyer universe

    Attractive valuations: parts distributors                   competitiveness of the companies they acquire by
            are comparatively cheap                             optimizing processes and increasing revenues and
                                                                profitability. By doing so they make the company more
The fact that investments in the automotive aftermarket         attractive for selling on, enabling the financial investor
have been showing up as ever brighter blips on the radar        to exit with the highest possible level of profit. This
screens of private equity firms in recent years is partly       being their business model, we can expect to see further
down to the relatively favorable conditions for buying          deals occur.
into the industry. The market for participations or             The involvement of financial investors will keep the
acquisitions of companies in the automotive aftermarket         level of momentum within the consolidation process
has not been as overheated as in other sectors. One of          high and take it to a new dimension: Private equity
the indicators that show us this are the multiples used         investments combined with the general profession­
as a guide for identifying the enterprise value in a deal.      alization of auto parts distribution are expected to result
The size of the multiples varies by industry. For example,      in the newly created, consolidated parts distributors
an EBITDA multiple of 16.3 (median) is common in the            moving into additional areas of the value chain. We will
European MedTech industry, whereas a normal revenue             see them occupying new links in the value chain, both
multiple for the pharmaceutical industry is 6.6 (median).       through upstream integration, such as by manufacturing
Comparing these figures against the overview in Figure          their own parts, and through downstream integration,
G proves that multiples in the automotive aftermarket           by extending their portfolio of services and repair shop
are still relatively low – a scenario which tends to make       activities.
investment an attractive option for private equity firms
→ G.
Some private equity firms sold off their investments in
2017. It was a good time to play the exit card. For one
thing, auto parts and accessories distributors were on
impressive form with their strong growth and improved
profitability. And for another, on the buyer side there
were parts distributors, mainly from the US and Canada,
just waiting for the chance to increase their international
reach, drive their expansion in Europe and realize
economies of scale through acquisitions.

        Financial investors are bedding in:
            further deals foreseeable

This is not the least of the developments that has
provided fresh incentives for private equity firms to
bring further participations in the automotive
aftermarket into their portfolio. It is a trend that gives us
reason to expect further professionalization of
the IAM, and auto parts distribution in particular.
Private equity firms are normally keen to improve the

                                                                                                                         27
ON THE
                          6
             ROAD
          TO SUCCESS
  Companies that want to emerge from the consolidation process
    stronger must not allow themselves to freeze like rabbits in
the headlights. They need to take the future of their business in their
 own hands. We have put together a number of recommendations.
On the road to success

              1. Analyze your options                                            3. Think digital

Taking the consolidation process the industry is going       In the overhauled competitive landscape, having a clear
through and using it to strengthen your own market           online and digitalization strategy is crucial to success.
position is an enormous challenge for players large and      There are different ways of expanding your online
small. And it takes a clear vision to overcome the           business: installing a purely internal ordering system,
challenge. Management must develop an awareness of           cooperating with a marketplace, building your own
which course the company should chart to successfully        external platform or buying into a platform. That said,
ride the consolidation wave. Several options are possible;   the latter option will be a difficult one, as the process of
their pros and cons must be analyzed and debated             consolidation is already underway in online parts
individually. Questions to be answered include: Do we        trading, too.
want to enter into exclusive partnerships or take a stake
in a company? Do we want to buy a rival firm? Do we                        4. Adapt your structures
think it makes sense to go for downstream/upstream
integration in the value chain?                              Companies will only be able to successfully navigate
                                                             through the automotive aftermarket, strongly marked
          2. Secure your market position                     by competitive pressure and consolidation tendencies,
                                                             if their structures and processes are able to be quickly
A well founded decision to pursue a certain strategy         and flexibly adapted to the changes taking place.
throughout the European IAM‘s consolidation phase            Establishing in-house competencies is an absolute
can only be made on the basis of accurate market             must, especially in PMI management. Building an
observations. Companies also need to adopt a clear line      efficient infrastructure, particularly in IT and logistics,
toward intermediaries or online platforms. So how            plays a key role. Logistics is an especially crucial area. So
should you shape your relationships with these new           it‘s important to carefully weigh up whether centralized
players in the automotive aftermarket? There are             or decentralized solutions make more sense. Getting it
partnerships, acquisitions or minority shareholdings to      wrong here will extract a heavy toll on any business, in
choose from, depending on what level of influence you        that mistakes directly affect the quality of deliveries the
want to exert. Securing a successful market position         company can make and thus the level of customer
long term normally necessitates a certain critical scale.    satisfaction the business is able to achieve.
Once that is achieved, economies of scale can be realized
and the core business‘s profitability enhanced.

                                                                                                                       29
Credits

WE WELCOME YOUR QUESTIONS,
COMMENTS AND SUGGESTIONS

ROLAND BERGER                                                                           HSH NORDBANK

ALEXANDER BRENNER                                                                       JULIAN-KAYA BAGBASI, MBA
Partner                                                                                 Vice President
+49 160 744-4318                                                                        +49 211 82858 340
alexander.brenner@rolandberger.com                                                      julian-kaya.bagbasi@hsh-nordbank.com

PATRICK HEINEMANN                                                                       JENS THIELE
Partner                                                                                 Head of Trade and Commodity Finance
+49 160 744-7321                                                                        +49 40 3333 12611
patrick.heinemann@rolandberger.com                                                      jens.thiele@hsh-nordbank.com

ROBERT EIRICH                                                                           DR. MEIKE AHRENDS
Senior Consultant                                                                       Associate
+49 160 744-8757                                                                        +49 40 3333 15726
robert.eirich@rolandberger.com                                                          meike.ahrends@hsh-nordbank.com

This publication has been prepared for general guidance only. The reader should not act according to any information provided in this publication
without receiving specific professional advice. Roland Berger GmbH shall not be liable for any damages resulting from any use of the information
contained in the publication

© 2018 ROLAND BERGER GMBH. ALL RIGHTS RESERVED.

30
The winds of change are blowing through the automotive industry. Four megatrends – Mobility,
Autonomous driving, Digitalization and Electrification – dubbed MADE by Roland Berger will
trigger major disruption in the industry in the next 10 to 15 years. This transition toward a new
end game will also, with a certain delay, hit the automotive aftermarket.

MOBILITY
Car sharing and other shared mobility concepts make it likely that the total car parc will shrink
long term. But each individual vehicle will be put to more intensive use and the level of spending
per passenger car will rise – with a positive effect on the automotive aftermarket.

AUTONOMOUS DRIVING
The rise of autonomous driving is anticipated to reduce the number of accidents on the roads.
Even though the cost of each repair is expected to be higher, the net effect on the aftermarket of
the future will likely be negative.

DIGITALIZATION
Connectivity and other data-driven solutions will exert a positive influence on the automotive
aftermarket. That said, the chief beneficiaries of this development will be the original equipment
manufacturers (OEMs). Independent aftermarket players can grasp the opportunities that
digitalization brings by offering proprietary solutions such as OBD dongles.

ELECTRIFICATION
The electrification megatrend will have ambivalent consequences for the automotive aftermarket.
As the number of electric vehicles increases, the demand for maintenance and servicing will fall,
but battery repairs will open up new revenue channels.
Publisher
ROLAND BERGER GMBH   HSH NORDBANK AG
Sederanger 1         Gerhart-Hauptmann-Platz 50
80538 Munich         20095 Hamburg
Germany              Germany
+49 89 9230-0
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